Contract Standards develops and shares
Document checklists and a unified clause library
Form agreements and contract automation tools
Mission
Our mission is to openly share contract standards--transaction analysis, checklists, and clause libraries--in an effort to establish global contract norms. It is hoped readers will share their knowledge through comments, practice guidance and other contributions. Contract Standards is a work in progress with new materials added daily.
The site is developed and maintained by KMStandards LLC, a software company that offers premium technology and services to analyze both public and private document collections, create standard forms and provide contract benchmarking. To learn more, visit www.kmstandards.com.
Technology
KMS marries technology with process and substance. The software determines how the agreements are organized, what clauses they contain, and the full range of standard and deal-specific language. The analysis is used to create contract standards (www.contractstandards.com) and power applications that can compare and benchmark any agreement to a selected standard (www.kmstandards.com). This benchmark identifies which clauses match (and the degree of similarity), which clauses are divergent, and which clauses may be missing. To learn more, watch Kingsley Martin presentation at Stanford Law School's CodeX conference.
Source and Approach
The material on this web site is drawn from public sources, analyzed by kiiac software, and editorially reviewed. The technology can analyze any set of agreements and automatically determine what clauses the agreement contains, how those clauses are organized, and the range of standard and non-standard language used in each clause. The software generates an outline or checklist of the standard deal terms and all deal-specific variations. It also creates a clause library for each deal term, identifies the core, non-negotiated language and the full range of alternatives. Editorial review is performed to remove personal information and to further simplify contract language.
Organization and Contents
The site is divided into three main sections: (a) contract standards; (b) contract automation; and (c) discussion. The contract standards section includes a list of all major agreement types, a comprehensive framework for organizing bi-lateral agreements, a clause library of common terms, and featuring one clause per day. The contract automation section contains document automation tools and end-user guides. Finally, a discussion section provides an environment for participants to contribute to the development of contract standards and guide the development of the document automation and analysis software.
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Recent Updates
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Revisions to the Unified Contract Structure
The Unified Contract Structure will be revised with two main adjustments: the introduction of an acknowledgements section and the regrouping of the remedies section to include rights and remedies related to claims arising from the agreement, including damages, specific performance and indemnities.
1. Acknowledgements. In many agreements provisions stipulating the parties acceptance of certain facts and circumstances are found in may different sections of the agreement. For example, in a non-disclosure agreement, an acknowledgement of ownership of property may be included as a separate clause, a statement regarding the reasonableness of restrictions may be included in the covenants, while an acknowledgement that each party will pay is own expenses may be found in the general provisions. Grouping all the acknowledgments into one section adds clarity. The acknowledgements work closely with the representations and covenants. Representations and covenants cover statements and promises within the control or interest of the party making the assertion, while acknowledgements capture stipulations regarding certain facts or circumstances, such as ownership vesting in another person, that the parties agree not to contest.
2. Remedies. Over the course of the next few weeks, ContractStandards will substantially revise the remedies section to include all terms regarding the rights, remedies, and procedures in the event of breach or failure of the agreement. The revisions will first address indemnities. |
Posted May 17, 2013, 5:20 AM by Kingsley Martin
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Revisions to the Unified Contract Structure
The Unified Contract Structure will be revised with two main adjustments: the introduction of an acknowledgements section and the regrouping of the remedies section to include rights and remedies related ...
Posted May 17, 2013, 5:20 AM by Kingsley Martin
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Confidentiality Standard of Care Clause
The Standard of Care clause defines the level of protection that the receiving party must use to protect the disclosed confidential information. Typically, the agreement requires the recipient to treat ...
Posted May 10, 2013, 8:34 AM by Kingsley Martin
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Marking Clause
The marking clause in a confidentiality agreement defines whether information must bear an indication of confidentiality, such as a stamp or header stating: "Private and Confidential."Marking requirements can have ...
Posted May 6, 2013, 6:15 AM by Kingsley Martin
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Remedies Cumulative
The remedies cumulative clause typically states that the nonbreaching party to a contract is allowed to pursue any and all remedies that may be available under the facts of the ...
Posted Oct 17, 2012, 2:10 PM by Kingsley Martin
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Daily Clause--Indemnification (License Agreement)
In the context of a licensing agreement, an indemnification clause generally indemnifies a licensee against costs arising out of the licensee’s use of a licensor’s software. However, in ...
Posted Oct 9, 2012, 8:44 AM by Kingsley Martin
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